This intensely practical book is dedicated to the shareholders' agreement and its use in joint ventures, both national and international. Beneath its wealth of sample clauses and drafting suggestions lies a sound foundation in applicable law, across a wide spectrum of topics. The author explores minutely all three major types of ventures that typically use a shareholders' agreement - the common law closely held corporation, the common law limited liability company, and the civil law limited liability company - in all the many varieties of each. Practitioners will find detailed guidance through such drafting and practice considerations as the following:
- defending minority interests;
- shareholder control techniques and options;
- share transfer restrictions;
- devices for permitting transfers or obligating purchases of equity interests;
- maintaining a desired equilibrium amongst the joint venturers;
- resolving situations with the entry of new shareholders;
- dispute resolution;
- resolving deadlocks;
- providing for succession;
- limiting the powers of the board of directors;
- remedies for breach of the agreement;
- valuation of shares;
- exit strategies; and
- choice of law and forum clauses
With abundant sample clauses and ready-to-adapt forms, the book puts into the hands of counsel all the material needed to ensure the valid drafting of a shareholders' agreement, as well as alerting practitioners to problems likely to arise and their solutions before litigation erupts.
This is a peerless, unique compendium through the labyrinth of the shareholders' agreement and its use in national and international joint ventures. In addition, beyond its immeasurable practical guidance for business lawyers, the book will appeal to jurists and legal academics for its unified theory of the shareholders' agreement which document is but one source of a multitude of rights encompassing the shareholder, the company and society.
The shareholders´ agreement may be seen as the lawyer's tool to correct the incongruities of corporate law; the occasional judicial lapses; the failure to adapt past jurisprudence to current economic realities; and to put into the hands of the shareholders the control of the assets contributed by them.